He'd Grown Up Just Like Me
by HooleQuinn
Summary: A Cars 3 story, going through the events of the film as if Doc were alive. Most of it will be told from his perspective, focusing on his reactions. Rating for mild swearing in a couple chapters. Chapter 12 - Doc is introduced to Fabulous Lightning
1. Chapter 1

**Author's Note: A year and a half ago I made a Tumblr post about wanting a Cars 3 fic where everything was the same except Doc was there. So that's pretty much what this is. Part movie novelization, so some lines will be the same as they are in the film, and part character study, as Doc is the main character here and most of the focus will be on what he's thinking and feeling.**

 **I apologize that this first chapter is mostly exposition, but that will change later. I started with Lightning's crash and worked backward. The title for this is a line from a 1974 Harry Chapin song called Cat's In the Cradle.**

It was one of the few times in his life Doc Hudson knew true fear. The kind he could feel all the way through his chassis. As soon as Lightning McQueen hit the wall, it seemed as if time stood still for Doc. Watching Lightning barrel roll over the track was giving Doc flashbacks, but that he could handle. What he was having trouble dealing with was seeing it happen to a car that had become one of his closest friends.

When Lightning finally came to a stop, time resumed, and Doc raced out to where Lightning was. As soon as he got close the medics blocked his path. He angrily protested, informing them that he was Lightning's primary physician as well as his crew chief. Doc wanted, no, _needed_ to assess Lightning's condition for himself. However, it was to no avail. Doc was forced to watch, along with Mater & Sally, as the medical team got Lightning stabilized enough to transport.

Angry tears were threatening to flow, but Doc wouldn't allow it. _Keep it together, Hud,_ he thought to himself. Lightning was out of his control for the time being and right now he had to be strong for everyone else, especially Mater & Sally. He hoped to whomever might be listening that it wouldn't end here.

* * *

This season had started much like the ones preceding it. Lightning McQueen was still at the top of his game, with several wins and top 10 finishes. Then partway through the season, everything started to change. A rookie named Jackson Storm seemingly came up out of nowhere, consistently winning race after race. In response to this, every week more and more cars were being replaced by younger racers similar to Storm. The "Next Gens", as they were called by the media. By the end of the season, Lightning was the only veteran racer in the field.

Doc had to hand it to Lightning's sponsor though. The two brothers, Rusty & Dusty, who owned Rust-eze seemed to be loyal to a fault. They could have easily replaced Lightning a while ago, but they stuck with him. The Hornet had to wonder if Lightning realized how lucky he was.

It wasn't as if Lightning lost all his confidence either. If anything, he and Doc trained harder than ever, but it didn't seem to help. Lightning hadn't won a race since Jackson Storm started dominating the track. For the first time since he started racing, Lightning was feeling totally out of place, and he wasn't the only one. Doc felt more and more out of his element as Lightning's discouragement grew. After all, Doc never had to deal with this. He was forced out of racing long before the rookies were ever a real threat to him.

Then something happened during this final race. Lightning briefly found himself in the lead after beating Storm out during a pit stop. Storm had no trouble overtaking him and that seemed to be the end of whatever was left of Lightning's confidence. The shock caused Lightning to slow down while the next few racers passed him. Doc called Lightning's name over the headset to try and snap him out of his reverie, but it was as if Lightning had shut out the rest of the world. Doc heard Lightning's desperation over the headset as he started to chase Storm back down. Doc was still trying to get him to calm down and focus. He knew Lightning was pushing himself too hard, which could lead to a disaster if it kept going that way.

As it happened, Doc couldn't break through the kid's tunnel vision. Lightning ended up losing control and slamming into the wall, which sent him flying, while Doc's world crashed along with him.


	2. Chapter 2

**Author's Note: Don't get too excited, I'm not necessarily going to update every day. But I have the first 4 chapters written so I figured I'd get them up.**

Things seemed uncertain at first. Doc advised most of the team to head back to Radiator Springs, while he, Sally, and Mater followed Lightning to the hospital. Luigi, Guido, Ramone, Sarge, & Fillmore were reluctant to go, but Doc assured them that he would call the second they found out anything. Doc did his best to keep Mater and Sally calm while the three of them awaited news on Lightning's condition.

Doc himself felt exhausted from the stress and honestly could have used a quart of oil. He kept replaying the events of this past season in his mind, trying to figure out where he had gone wrong and what he could have done differently. As he stared out the window in the hospital's waiting area, he wondered if this was how his own crew chief Smokey had felt when Doc had his crash.

After what seemed like ages, the attending physician informed them they had gotten Lightning stable. Doc asked him for further details on Lightning's injuries. Part of him didn't want to hear it, but as Lightning's primary doctor, he needed to know. The list of injuries was extensive and there would be a long recovery process before the kid would be ready to race again, assuming that would be possible.

* * *

Doc and Sally were in the room when Lightning woke up, Mater having gone to get them all a quart of oil from the cafeteria. Outwardly Lightning looked alright. He just had primer instead of his familiar red paint, his only stickers being a red 95. It was Sally who first noticed when Lightning started to open his eyes.

"Stickers!" Sally said with obvious relief. She gently placed a kiss on his fender.

"How are you feelin', son?" Doc asked.

"Like I fell out of a helicopter and then got hit by a train." Lightning replied weakly. He felt sore all over. "How long was I out?"

"For a few days. You had quite a wreck. How much do you remember about what happened?" Doc wanted to see if his memory of the incident was affected.

"I remember trying to chase down Storm and losing control. I don't remember anything after hitting the wall to be honest." Lightning sighed. "And I do remember you trying to get my attention Doc, sorry about that."

"Never mind about apologies, kid." Doc responded. "The important thing now is to focus on your recovery. Your attending physician says it will take awhile to get back to 100%, but I'll make sure you get there."

"And great news, Stickers." Sally chimed in. "Rusty & Dusty stopped by yesterday, and said they had no intention of replacing you. They couldn't stay because they to had get to Florida and start work on some secret project. They wouldn't give us any details."

Lightning was relieved to hear that but was starting to grow tired. He let out a yawn.

"Get some rest, Lightning" Doc said. "Sally, why don't you stay with him while I call home and let them know how he's doing? I'll also try to find out where the heck Mater has gone off to. He should have been back by now."

Sally agreed to that, and Doc drove out to go use the phone.


	3. Chapter 3

**Author's Note: Happy 2019! Hope this year treats you well. This is one of the chapters with mild swearing. I feel like Doc generally wouldn't, but if frustrated he probably would throw in a swear word or two.**

Once Lightning had been cleared to leave and returned to Radiator Springs, Doc felt it would be best to have Lightning stay with him, so he could better monitor Lightning's recovery. As the weeks went by, Lightning's physical recovery was going well. While a lot Lightning's parts had been replaced or rebuilt, Doc still had him go through various exercises to get used to moving around again. Lightning did what was asked of him, but no more. What did make Doc concerned was the kid's mental and emotional state. He knew Lightning wouldn't necessarily bounce right back, but there wasn't a hint of his normal energetic personality. Outside of the exercises Doc put him through, Lightning rarely left Doc's garage. He spent a lot of his time watching filmstrips of Doc's old races. Doc mostly left him alone, wanting to give Lightning some space to process everything that happened in his own way. Usually when Lightning had a problem, he came to Doc eventually, so Doc assumed it would be no different this time. Although when Doc declared him fit to start training to race again, he expected Lighting to be happy about it. Instead all he got was an unenthusiastic "That's great. Really, really great."

Soon it was February. Lightning needed to start training now if he wanted to be at all ready for the start of the next season. There was speculation all over the media about whether Lighting would even return, since he had yet to make an official statement about it. Yet, Lightning's attitude still had not improved. Doc knew the time had come for him to intervene.

As Doc entered his garage, he saw Lightning quickly switch off the film projector, but not quickly enough. Doc knew what he had been watching. It wasn't the first time Doc had caught the kid watching the filmstrip of his crash. He wondered if he should have gotten rid of it a long time ago.

"Alright Lightning, what's the problem? I've tried to give you space to let you work this out on your own, but the time has come for you to make a decision. Are you going to start racing again or are you going to keep sitting in my garage?" That may have sounded a bit harsh, but Doc figured some tough love wouldn't hurt.

"I don't know, Doc." Lightning replied, "I, I guess I think, what's the point? I'll never get as fast as Storm with the kind of training I do. He's got a whole facility, with state-of-the-art equipment and a racing simulator. That doesn't really compare to, well, a dirt track."

"Seems to me that 'dirt track' was always good enough for you before." Doc said. "Having all that fancy equipment isn't necessarily going to make you faster than Storm y'know. Plus, you also have something Jackson Storm doesn't. Us. You know we all back you up 100%."

Lightning sighed. The King had once told him something similar. "And I appreciate it, really, but it's also going to take more than moral support if I'm gonna beat Storm. I mean, if I start the season the same way I ended it, Rusty & Dusty could change their minds and then I'll end up just like-" He stopped and cringed. He knew how insensitive he just sounded.

"Just like me you mean?" Doc responded. He wasn't angry, but it still touched a nerve. "Even though I managed to have a respectable 50-year career that I happen to be damn good at?" It was true. Doc had excelled in medical school with the same determination that once helped him excel on the track. "I don't know if you realize how lucky you are that those Rust-eze boys are still willing to take you back." Doc looked regretful. "Look kid, I'm sorry we're not able to give you the same things Jackson Storm has. I have to admit, you probably would benefit from some of it." With that, Doc left the garage, leaving Lightning again with his thoughts.

Doc drove off to Willy's Butte, which he sometimes did when he simply wanted to think. He knew Lightning didn't mean to sound insensitive. The kid had that tendency when he was feeling frustrated. Part of him even felt silly for letting Lightning's remark get to him. What was really bothering Doc though was that for the first time since becoming Lightning's crew chief, he was totally unsure what to do. Doc spent decades haunted by his past and now it was threatening to do the same thing to Lightning. Well he wasn't about to stand by and let that happen. Doc thought about contacting Smokey, but then dismissed it as a last resort. There was still one car around here who was not only close to Lightning but had made a career out of arguing her point. Feeling more hopeful, he drove over to the Cozy Cone.


	4. Chapter 4

**Author's Note: This is the last one I have written for right now, and I am back to work after the holiday break, but hopefully I can still get this updated fairly quickly. This chapter borrows some lines from the movie.**

Doc found Sally in her office at the Cone and drove in. "Hey there, Sally. Hope I'm not interrupting anything."

"No, nothing important. What can I do for you? How's Lightning?" She too was trying not to smother him by checking up on him all the time, so she didn't get to see him as often as she would have liked.

"Well, that's what I wanted to talk to you about. He's still the same and that's the problem. Physically he's fine. Well enough to start training. It's his emotional state that concerns me. I can't seem to get him motivated. I think he does want to race, but he's being haunted by a past that isn't even his."

"And you want me to try and talk some sense into him?"

"I reckon you're the only other car here who has a chance of getting through to him."

"Well, I can be pretty persuasive when I want to be. After all, I convinced _you_ to make him stay here and fix the road when you wanted him run out of town," Sally never did seem to let him forget that. "I'm not busy, I can go talk to him right now if you want."

Doc decided to let Sally be alone with Lightning, drove over to Flo's for a quart of oil. At the moment the place was empty except for him. Doc supposed if there was a silver lining to any of this, it was at least the off season when there weren't many tourists around.

"Hey Doc," Mater said as he pulled in across from him. "How's McQueen?"

"He's doing fine, although he still doesn't seem to want to start training yet. Sally's with him now, trying to see if she can get through to him"

"Oh yeah?" Mater was getting excited. "Well dadgum, maybe she could use some help!" And with that, he drove off to Doc's garage.

"Mater, wait!" Doc called after him. He didn't have a problem with Mater going to see Lightning, but he didn't want the kid to think they were all ganging up on him. Doc quickly followed him and got there just in time to hear Mater ask if McQueen was ready to start training.

Lightning responded to Mater but looked right at Doc when he said "Yes Mater, I am. I decide when I'm done." Doc smiled at that. Lightning continued. "I've got an idea, and I'm gonna need to talk to Rusty & Dusty."

* * *

"Mater, are you sure Lightning meant for all of us to be here?" Doc asked. Mater had gotten Rusty & Dusty on the phone at Flo's and it seemed like the whole town was there.

Before Mater could respond, Lightning drove up. "Wow. You're all here."

Mater leaned over to Lightning. "I'm sorry, did you need this call to be private?"

"No Mater, this is perfect." To everyone's relief, Lightning declared his intention to keep racing. Rusty & Dusty wanted him on the road the next morning to check out their new Rust-eze Racing Center. After they ended the call, Ramone got Lightning to finally get a proper paint job, as he still had just primer.

Lightning came back to Doc's garage later that evening after Ramone had finished. He was glad to see Lightning back in his Rust-eze red. He had been beginning to wonder if he'd ever see that again. Lightning looked a little unsure of himself. They hadn't had a conversation since that morning and there was still some tension in the air.

"Look Doc, I didn't mean what I said before. At least not the way it sounded."

"It's alright, kiddo. I probably over-reacted. But at least we cleared the air before you leave tomorrow."

"What do you mean?" Lighting asked, confused. "You're not coming with me?"

"You heard what those guys said. That racing center is full of the equipment Storm and the other Next Gens are training on. They'll most likely give you a trainer who's familiar with using all that stuff. I'm not sure I could be of much use there."

Lightning's response was only half-teasing. "I thought you said that 'fancy equipment' wasn't going to guarantee anything. What about all that moral support?"

"And you said moral support wasn't enough." Doc chuckled. "No Lightning, I still think it would be best if I stayed here."

It seemed Doc had made up his mind, so it would be useless for Lightning to argue, but he hadn't expected to be going without him.

* * *

The next morning, everyone in town came to see Lightning off. Doc briefly spoke to Lightning before he got in his trailer.

"Take care of yourself, hot rod. Don't do anything stupid." Doc said with a teasing grin.

"Do I ever?" Lightning said with a wink.

"I'll join you when the season starts, but don't hesitate to call me if you think you need to."

"Thanks, Doc" Lightning said sincerely.

Lightning and Sally exchanged goodbyes and he backed into his trailer. Mack drove off and Doc hoped this trip would give Lightning the boost he needed.


	5. Chapter 5

**Author's Note! I'm back and I have the next few chapters ready to go. We're about halfway through it at this point. And since more of the events from here on will tie directly into events from the movie, there may be more instances of borrowing lines from the film.** **Thanks to everyone who's reviewed, or favorited, or followed this story so far! It really gives me the encouragement to continue.**

It was the better part of a week before anyone heard about how Lightning was doing. Sally watched RSN periodically, not just to catch any possible news surrounding him, but also because she knew Lightning paid attention to what the media said about him. The town had therefore gotten the news that in order to pay for the Racing Center, Rusty and Dusty sold Rust-eze to a fellow named Sterling. Sterling had made a fortune in the mud flap business that could almost rival Tex Dinoco's. He was the one who put up the money to fund the new facility.

While Sally had RSN on one evening, tuned in to Chick Hicks' show, he mentioned having news on Lightning McQueen right before going to commercial. Based on the teaser image Chick was showing, she knew she had to go get Doc. She got to his garage and saw a light shining under the door, so thankfully he was still awake. She gently knocked.

"Evenin', Sally," Doc said when he opened the door.

"Hey, Doc. Sorry to bother you, but I noticed your light was still on."

"It's no bother." He noticed something was off. "Is something wrong?"

"Oh, no, everything's fine. It's just that they're about to talk about Lightning on Chick's show, and, well, I think you're going to want to see this."

"Oh yeah? Well that in case..." Doc gestured his tire back towards the Cone, and they arrived just in time to see Chick showing clips of Lightning at Thunder Hollow. He was covered in mud in a few of the images, presumably as a disguise, apparently taking part in a demolition derby.

"What has that kid gotten himself into this time?" Doc wondered out loud.

"What's he doing at a demolition derby? I thought he was at the Racing Center." Said Sally, echoing Doc's own thoughts.

The next clip showed Sterling, doing some damage control by assuring the press that Lightning knew what he was doing.

"Looks like he's found a new way to cause mischief. I'm surprised it took him this long." Doc chuckled.

* * *

As Doc went back to his garage, he wondered if staying behind in Radiator Springs hadn't been such a good idea. Something had to be up. He decided to try and get a hold of Lightning first thing in the morning.

As it happened, he didn't need to wait until morning. A couple hours later, he was jolted awake to the sound of his phone ringing. The Caller ID showed it was coming from the phone in Lightning's trailer.

"Hey there, hotrod." Doc said as he answered.

"Hey, Doc. Sorry about calling so late." Lightning said apologetically.

"Don't worry about it. I'm a doctor. This isn't the first time I've been woken up in the middle of the night."

"So, how are things over there?" The kid was clearly trying to act like nothing had happened.

"Everything's fine. We miss you, Sally especially. But I know you didn't call at this hour to get the latest town gossip. What's been goin' on? I thought I told you not to do anything stupid."

Lightning knew exactly what he was referring to. "You know about the demolition derby," he stated flatly.

Doc had to grin. "'Fraid so. It's all over the sports channels. I suppose the real question is what made you leave the Racing Center?"

Lightning sounded lost when he answered. "I don't know, Doc. I didn't seem to be getting anywhere training on that stuff. I thought I'd go back to the tracks you used to race on, but that doesn't seem to be helping either. If anything, I've gotten slower, not faster. And now I'm all out of ideas." He paused and took a breath. "And Sterling gave me an ultimatum. I have to win at the Florida 500 or he's gonna drop me and race someone else."

There it was. The worst fear for both of them was in danger of coming true. _Time for that last resort, Hud,_ Doc thought to himself. With determination in his voice he told Lightning what he wanted him to do. "Alright, I have an idea that may help you out. If you were just at Thunder Hollow, you can't be too far from Thomasville. I want you to tell Mack to head there. I'll meet you."

"Really?" Lightning replied, sounding hopeful. "You're coming out here?"

"I am. And you'll find out why once I get there."

"But what if it takes too long for you to get out here? I only have a few days left"

"You let me worry about that. I'll be there within 24 hours. You can time me."

"But- "

"Just trust me, Lighting," Doc interrupted, "I know what I'm doing."

"Well, ok" Lightning responded, still uncertain. "I'll see you soon, I guess."

They ended the call, and Doc got to work, making a few calls of his own.


	6. Chapter 6

**Author's Note: This chapter is 98% the same as a one-shot I had written called Good to See You Doc, which was honestly the inspiration for doing this story.**

Doc looked up at his own face staring down at him from the faded sign. He seemed to have beat Lightning there. He knew Lightning couldn't be far away, so for the time being he decided to wait, assuming either he or Mack would see him. He also had to admit that part of him wanted to avoid going further into town until he had to. Doc didn't think he was ever going to set a tire here again, but after learning of Lightning's situation, drastic measures were called for. From what he could tell, Thomasville looked almost the same, except for being somewhat worn down.

"Good to see you, Doc!" A familiar voice called out.

Doc had been so lost in his thoughts that he hadn't even noticed Mack pulled over on the side of the road and Lightning heading across the road toward him. There was a yellow Sports Coupe with him whom Doc didn't know but thought he had seen in the footage from Thunder Hollow.

"Hey kiddo. You made good time"

" _I_ made good time? How did you end up getting here first?" Lightning had to admit to himself, after days of getting the 'old man treatment', it was nice to hear someone still refer to him as a kid.

"I have my ways, son. So, are you going to introduce us or are we going to keep acting like we don't know each other?" Doc said, referring to the yellow Coupe.

Lightning gave a nervous laugh. "Oh! Yeah, sorry. Cruz, this is Doc Hudson, my crew chief. Doc, this is Cruz Ramirez, my trainer."

Cruz rolled forward. "It's an honor to meet you, Doctor Hudson. Mr. McQueen has told me a lot about you."

Doc almost had to laugh. He couldn't imagine someone referring to Lightning that formally. He smiled and said, "Call me Doc. So, you're the one who's been responsible for keeping Lightning in line?"

She looked a little sheepish. "Well, sir, I'm not entirely certain I've been the best one for the job."

"Oh, I'm sure you've been doing just fine. Trust me, this kid can be a headache sometimes." Doc said with a teasing grin on his face.

"Hey!" Lightning said indignantly.

Cruz relaxed and gave a laugh. "Yeah, I've started to notice that."

"Hey!" Lightning said again.

Doc turned his attention back to Lightning. "Alright hotrod, the reason I wanted you here is that there's someone you should meet who I think can help you out, so c'mon." Doc started to lead them down the road.

"Hold on a second Doc ", Lightning said as they passed the sign and what looked to be a run-down racetrack. "Wasn't this your home track?"

"Yeah" Doc replied nonchalantly.

"Well can we stop here for a minute?" Without even waiting for a reply Lightning was already heading toward the chained-up gates. The rusted-out chains easily broke when Lightning pushed against the gates with his hood.

"Mr. McQueen, are you sure we have time for this?" Cruz said from behind him.

"For this? Definitely." Lightning had a look of pure awe and delight on his face.

"You realize this could technically be seen as trespassing." Doc called, coming in behind them.

Lightning rolled his eyes. "C'mon, Doc, you don't think I could pass up an opportunity like this, do you?"

Nostalgia wasn't even close to describing what Doc felt as he looked around. He hadn't seen this track since the day he left Thomasville over 50 years ago. Smokey had mentioned in a letter that the track hadn't been used in decades, and it looked like no one had set a tire here since then. The stands were falling apart, the signs had faded, and the infield had become overgrown. The track was in rough shape, but not so much that it was unusable. Using the track certainly seemed to be Lightning's intent, as he and Cruz took positions on it.

"C'mon guys, let's take a lap!" Lightning called out.

Doc gave a sigh and drove over to them.

"Alright, if we're gonna do this, we're gonna do it my way." Doc said as he took a position in front of both of them.

"And your way means you get to be first? Well, age before beauty, right?" Lightning said, taking a teasing jab.

"I guess that means I must be the best looking one here!" Cruz called from the back. Doc had to laugh at that. Despite whatever she might think of her own abilities as Lightning's trainer, it seemed Cruz could hold her own with him. Doc could already tell there was something about her that he liked. He rubbed the dirt with his tire. He felt the same mix of anticipation and trepidation that he felt the day Lightning caught him racing around Willy's Butte. Well, time was wasting. Doc revved his engine and took off.

It was a surreal experience for him. The last thing Doc expected was to be back here racing on his home track. As he circled around, he could hear Lightning and Cruz on his tail laughing about something called 'The School Bus of Death', whatever that was. But what was going on behind him started to fade away as old memories started rushing back. He could still imagine the place as it was: the stands filled with cars, himself leaving the other racers in the dust, and Smokey there in the infield.

Wait a minute. He wasn't imagining things. Smokey really _was_ there, just a short distance in front of him. Somewhat instinctively, Doc slowed down as Lightning blew past him with Cruz right behind. Clearly Lightning wasn't expecting anyone to be there either, as he had to screech to a halt to avoid slamming into Smokey. Doc knew having Smokey help Lightning was his purpose for bringing the kid here, and yet Doc hung back, still not ready to face him. It wasn't until a few years ago that Doc had decided to write to Smokey, his first communication with him in 50 years. Smokey, to his credit, actually wrote back. However, correspondence was a lot different from a meeting in person. Their letters never really went into how Doc left things or any of the more painful aspects of their shared past. Who knew how Smokey would react? He knew he couldn't delay this any further. Doc steeled himself and went over to where Smokey was talking to Lightning & Cruz. Smokey looked at him and although he couldn't quite tell what Smokey was thinking, Doc saw no animosity in his expression.

"How're ya doin, Smokey?" Doc asked, finding the courage to speak first.


	7. Chapter 7

**Author's Note: So how DID Doc get to Thomasville so fast? My money's either on a very expensive last minute plane ticket for a red-eye flight, or calling in a favor from an oil billionaire with whom he's acquainted. As for this chapter, this does borrow some lines from the movie, but I did try & change them up a bit where I thought I could. **

"I know why you're here." Smokey said seriously, looking at Doc. "You're thirsty!" With that, Smokey led them to a local hangout called The Cotter Pin Bar & Grill.

Lightning and Cruz followed Smokey inside, and upon seeing who else was there, Doc hung back for the second time that day. They were all there at the back table: Louise 'Barnstormer' Nash, River Scott, and Junior 'Midnight' Moon. For a minute Doc just sat inside the doorway. They hadn't noticed him yet, as they were too busy chatting to Lightning and Cruz. This was turning into a trial by fire. Knowing he couldn't sit there all day, Doc drove over to them, pulling up between Lightning and Lou.

"Well if it isn't the Ghost of Christmas Past!", exclaimed Lou.

"Decided to finally grace us with your presence?", said Junior.

"Come back because your boy lost his mojo?" River chimed in.

Doc relaxed somewhat at their teasing. It meant they weren't angry with him, at least not anymore. He responded in kind. "Well unlike you old timers lounging around here, I've been busy bestowing my wisdom on the next generation." He decided to play the age card. While they all had been contemporaries on the race track, Doc was still the youngest of the group.

"Oh, you're gonna pay for that one!" Lou chided him.

"Maybe we should take this outside!" said Junior.

"So, what was Doc like back then?" Lightning interjected, changing the subject. He'd heard a few stories from Doc himself, but Doc could still be pretty tight lipped about his past. He was eager to hear what they had to say.

"Oh, you should have seen him the first time he came to race," said River. "With his shiny new paint job. Not just the Hudson Hornet. He was already calling himself- "

"The Fabulous Hudson Hornet!" Everyone else chimed in and started to laugh.

Lightning looked at Doc. "Seriously? And you said _I_ was arrogant!"

"Hey, it's not like I had an agent to build up my image like you do," replied Doc. "I had to get my name out there somehow."

"Remember how we rode you about that?" River chuckled.

Doc smirked. "As I recall, you all gave that up real quick."

River continued, "Well you were the fastest one out there!"

"You're darn right I was!" Doc said enthusiastically.

"Until you weren't," said Smokey.

They all stopped and looked at him. "What do you mean?", asked Lightning.

"All that changed once the rookie showed up…" Smokey proceeded to tell them of the time Doc used the wall to flip over a rookie racer who tried slamming him into it. The momentum propelled Doc ahead of the rookie and Doc ended up winning.

"Whoa!" Lightning was impressed.

"Doc did that?!" Cruz asked excitedly.

"Yep, I sure did," Doc had a proud smile on his face as he remembered, "To this day, I bet that rookie still doesn't know exactly what happened."

"Why didn't you ever tell me about that?", asked Lightning.

"A good magician never reveals all his secrets," Doc said with a wink. Truth was, it wasn't in his nature to go boasting about his own accomplishments. "By letting people underestimate me, I can surprise 'em when I show 'em what I can really do. After all, it worked on you the first time we met, didn't it?"

They chatted for a little bit longer, then Smokey excused himself, asking for Lightning & Doc to follow him. After making sure Cruz would be alright staying behind at The Cotter Pin, they followed Smokey out.

"I know you didn't come all the way out here for a drink," Smokey said once they were outside. By this point, Lightning had figured out he was the one Doc wanted him to meet and decided to speak up first.

"Well, I, _we_ , need your help, Smokey."

"Yeah? What kind of help?"

"Maybe Doc has a plan, but I really don't know what to do anymore. What I do know is that if I don't win at the Florida 500, I'll end up…" He trailed off, unsure how to continue, remembering Doc's reaction the last time.

Luckily Doc chimed in. "We don't want history to repeat itself, Smokey. We're both in unfamiliar territory here and I was thinking a different approach might help."

Lightning looked over at Doc. "I know racing was the best part of your life," he looked back at Smokey, "and I don't know what I'd do if the same thing were to happen to me. So, what do you say?"

That sparked something in Smokey. "You really think that was the best part of Hud's life? C'mon, I wanna show you both something." Smokey drove off, with Doc and Lightning close behind.


	8. Chapter 8

**Author's Note: Thanks again to people who have been faving, following, and reviewing this! Sorry this chapter is super short, the next one will most likely be the longest, so hopefully that will make up for it. This is all I got typed up right now, so it'll be at least a few days before the next update.**

"I'll admit, a lot changed after the crash," Smokey said as he led Doc and Lightning to his service garage. "When Hud was forced out of racing, well- "

"I did a few things I'm not too proud of." Doc interrupted.

"Like what?" Lightning asked.

Smokey stopped at the entrance to his garage and looked at Doc. "You want to tell him, or should I?" Doc sighed and said nothing, but gestured for Smokey to continue. He knew this was going to come out eventually. _Better to get it out in the open now,_ he thought to himself.

Smokey decided not to sugar coat things, but just stated exactly what happened as a matter of fact. "Hud up and left town, and pretty much broke all contact with everyone. He didn't speak to me again for 50 years. Might have gone on that way for good if you hadn't shown up, because not long after that tie-breaker race, these letters started coming in from a place called Radiator Springs." Smokey opened his garage door, and what they were met with amazed Doc. Not only had Smokey kept nearly every letter, picture, and article Doc had sent him, but he had them all displayed on a bulletin board. Doc realized Smokey must look at that board nearly every day.

"Now, correct me if I'm wrong, Hud, but it seems to me racing wasn't the best part of your life," Smokey looked at Lightning, "Looks like you are." With that, Smokey left the garage and went back outside.

"Smokey is usually right about most things," Doc said as Lightning looked over at him. Doc turned and faced Lightning, giving him a proud look. "You _still_ got a lot of stuff, kid." Then Doc too left the garage, leaving Lightning to get a closer look at those letters.

Lightning rolled up to the bulletin board and took it all in. The letters appeared to span almost his entire career. It seemed like Doc made note of every accomplishment:

"… _and you're not gonna believe this, but I'm now the hot rod's crew chief…"_

"… _won his first Piston Cup. Now, don't tell him I told ya, but I'm mighty proud of him…"_

"… _but I'm glad he's got friends on the track looking out for him. A couple of racers by the names of Bobby Swift and Cal Weathers…"_

"… _so, I said to him, "So you think because you have 3 Piston Cups now, you're some kind of big shot?" …"_

* * *

"That was quite impressive, Smokey," Doc said as they waited for Lightning outside. "Makes me feel a little guilty for keeping your letters in a drawer."

Smokey gave him a curious look. "And is that all you're feelin' guilty about?"

He should have known Smokey wouldn't let him off the hook completely. Doc took a deep breath. "Listen, I know I shouldn't have left things the way I did. But after a while it seemed like too much time had passed. I'm sorry I left you hanging all that time." It wasn't the most eloquent apology, but it was all Doc could manage to say at that moment.

As it turned out, Smokey mainly just wanted to watch him squirm. He smirked and said "Take it easy, Hud. I gave up on being mad at ya a long time ago. I'm just glad you've found something that makes you happy again."

At that point, Lightning was rolling out of the garage, his mind still processing everything. He knew he and Doc were close, but to find out what the Hornet really thought of him was a lot to absorb.

Doc spoke to him first. "There's a lot left in you too, y'know."

"Are you ready to show 'em what you got?" Smokey added.

"Yes, sir." Lightning responded earnestly.


	9. Chapter 9

**Author's Note: If anyone's been wanting longer chapters, this one and the next are the longest ones. Since it was presented as a montage in the movie, that's pretty much the way I wrote it. It also assumes you're familiar with Cars 3, as not every scene is spelled out. Some are in a different order than what's in the film, and some happen in a different way. This is also the other chapter that has a mild swear word in it.  
**

The next morning all of them were gathered right outside Smokey's garage.

"It'll help if you can have someone like a sparring partner, someone you can visualize as Storm," Smokey explained to Lightning. Lightning looked over at Doc.

"Well don't look at me. You know I couldn't even get close to the speed that Storm reaches," Doc looked at Cruz. "But there may be someone here who can."

Cruz looked uneasy. "Who, me? I'm just a trainer, not a racer."

"You sure about that?" Doc replied. "You seemed to enjoy it well enough when we were at the track yesterday. Maybe you've never given yourself a fair shot."

That seemed to stir something within Cruz, and she agreed to be Lightning's 'sparring partner'.

"One more thing," Smokey added. "It would help even more if you looked and sounded more like Storm."

"How do you mean? You want me to lower my voice or something?", asked Cruz.

Smokey laughed. "No, not like that. But with a little tape and a spoiler, we could mimic his design. If we removed your muffler, I bet you'd sound just like him"

"Remove my muffler?" Cruz wasn't certain on that one.

Doc saw what Smokey was going for but didn't want Cruz to feel pressured. "You don't have to if you don't want to, but you can be sure the process would be done right. I've been a doctor for 50 years, and I'm sure Smokey still owns the best damn garage in town."

Cruz thought about it for a minute and agreed. "Well, if it will help Mr. McQueen, then I guess it wouldn't hurt."

"Smokey, let's get to work." Cruz followed Doc and Smokey into the garage.

* * *

Smokey was right. When Cruz first revved her engine with the muffler gone, the sound made the walls of Smokey's garage shake. From there, they all went back to the Thomasville Speedway. First order of business was putting Lightning to the test. Giving Cruz a decent head start, Lightning was given 3 laps to pass her. He vehemently protested that one.

Doc understood the exercise but decided to back up his racer. "The kid has a point, Smokey. Are you sure he's up to this?"

"Of course he's not," Smokey responded. "At least not now. But I want to see where he's at and how much work we have to do."

Doc couldn't argue with that logic. Lightning didn't end up catching Cruz and based on his performance, Smokey saw they had a bit of a challenge ahead of them.

* * *

"Sneak through that window!" Smokey called out.

Lightning and Cruz were sitting in a field surrounded by a herd of tractors, which took off as soon as Smokey sounded his horn. The two of them were forced to keep up with the herd.

"I should have had him do this a while ago," Doc commented. "There's a herd of tractors not far from where we live. But I guess it never occurred to me to try it."

"Sometimes you need a different perspective to see what's right in front of you," Smokey said, not missing the opportunity to make this a teaching moment for Doc as well. They watched the herd move farther away with Lightning and Cruz still caught up in it. "Think he'll figure out what the point of this is as quickly as you did?"

"I reckon he can. It may not always seem like it, but the kid is sometimes even smarter than he thinks he is."

* * *

Smokey had been nice enough to let Doc sleep in his garage, which he always preferred over sleeping in a trailer. That morning he woke up late, no doubt caused by the exertion of the last couple days. He rolled out of Smokey's garage in time to see him & Lightning just returning. Lightning seemed flustered, with bits of hay still stuck to him.

"Mornin'," Doc said to Lightning, who passed by with a grunt. Doc went up to Smokey. "Reflex test?"

"Yep."

"I'm sorry I missed it," Doc replied, with an amused look in his eye.

* * *

The next time the whole gang was at the Thomasville Speedway, Smokey had something different in mind. He was out on the track, talking to Cruz when he called out to Doc, who was in the infield. "Alright, Hud, I want you out here!"

Doc went out to where Smokey and Cruz were, wondering if maybe she needed medical attention for some reason. _Why else would Smokey be calling for me?_ Doc thought to himself. "What is it?" He asked when he pulled up to them.

"Did you think you were gonna come all the way out here and just watch?" Smokey answered, with a teasing look. "You're gonna show Lightning how you draft."

Doc was a little surprised. "I'm pretty sure he knows about that trick already."

"I don't doubt it, but when was the last time he did it himself? The kid needs to learn to start looking for different ways of doing things. Cruz already knows what she's supposed to do, so I just need you to do what you're supposed to do." Smokey returned to the infield and joined the others. Lightning looked curious as to why Doc was out there with Cruz instead of him.

"Alright Cruz, get goin'!" Smokey called out to her. Cruz took off with Doc not far behind. For the sake of the demonstration, she wasn't going at her top speed, so it didn't take long for Doc to catch up to her. Soon he was right on her bumper.

Lightning figured out what was going on. "Drafting? I've never had to do that."

"That was when you were the fastest one out there," Smokey responded. "Now you're not."

They continued to watch Cruz and Doc circle the track a little longer before Smokey called them in. Doc was a little out of breath but smiling. "Like two June bugs on a summer night!"

"Don't look so smug, Hud!" Junior called out. "You stole that from me!"

"I think you're just jealous I still got it!" Doc teased. Now that the initial tension he felt was gone, he had to admit it felt good to be with his old friends again. He addressed Lightning "Well kiddo, think you can do it like that?"

"Well sure. I guess I never felt the need to do that before."

Smokey joined in. "If you want to beat Storm, you'll have to focus less on being faster than him and more on being smarter than him."

* * *

"Sneak through that window!"

They were back with the tractor herd and this time Lightning and Cruz seemed to catch on. Smokey and Doc watched them weave through the herd, eventually clearing them.

"Looks like he beat you," Smokey observed. "If I remember, it took you 4 or 5 times to finally get past those tractors."

"I told ya the kid was smart," Doc responded. He smiled. Hopefully Lightning was finally starting to find his groove again.

* * *

"Now don't give him any hints," Smokey said to Doc. He was giving Lightning another shot at the reflex test. "He's gotta be able to notice things and react on his own."

"Never would have crossed my mind," Doc said innocently.

Once they got going though, Doc felt the need to intervene. "Lightning, watch out!" Doc shouted as he drove along the side. An anchor landed in the path and Lightning swerved out of the way.

"Hey! I said no hints!" Smokey called back.

"You didn't say he'd have giant tires and anchors thrown at him!" Doc shouted. Those were never part of the drill back when he used to do it. "Where the heck did you get an anchor, anyway?"

"Relax, Hud, he's got this! Besides, I'm sure you can fix him if something happens! Are you a doctor or aren't ya?"

* * *

That night, all seven of them met at the edge of the nearby woods. Smokey entered the woods first, followed by Lightning, Doc, and Cruz, with River, Louise, and Junior behind them. His intent was to have them race through the woods, which was going to put all their reflexes to the test.

"No lights!" Smokey called out. "Instinct only!"

"Did you guys really train like this back in the day?" Lightning asked Doc.

Doc looked a little embarrassed. "Well, it wasn't always because we were training for a race."

Lightning was still confused. "What do you mean?"

"Let's just say the moon was always shinin' on us," River said as he passed by.

"What?" He still didn't understand.

Lou came up next to them. "If the moon didn't shine…Oh forget it!" She drove off.

"We ran moonshine, dummy!" River called back.

"Doc, you ran moonshine?"

Now Doc was even more embarrassed. "Listen kiddo, do me a favor, and don't tell Sheriff. I've got a reputation to uphold, y'know." With that, Doc shut his lights and took off into the woods.

Doc tried to keep track of where Lightning and Cruz were behind him, but that became impossible. He hadn't done this in decades and had to pay attention to make sure he didn't smash into a tree. But it didn't take long for the technique to come back to him. If someone had told him even a month ago that he'd be back in his hometown racing through the woods, he'd have hauled that car into his office for an evaluation. But now, as he dodged the trees and heard the others whooping and hollering, he felt like he was 20 years younger.

* * *

It was nearly time for Lightning to get back on the road. There was just enough time for one more training race before he had to leave. Smokey had him race Cruz several times over the past few days, but he had yet to successfully pass her in three laps. Doc was out on the track, giving Lightning a little pep talk.

"This is it, hotrod. You can do this."

"I don't know, Doc. I still haven't been able to catch her."

"Look, Lightning, you may not realize it, but you've been improving this whole time." Doc tried one more tactic. "Imagine this is that tie-breaker race. You're a lap down, trying to chase down Hicks and Weathers." Then Doc went back to the infield to watch this last race.

For a brief moment, Lightning had it. He had caught up to Cruz and was passing her, but at the last moment she put on another burst of speed and passed him, winning at the last moment. Lightning slowed to a stop and everybody went quiet, except for Cruz who didn't realize at first what had happened. Once she did, she too went silent, and looked uncomfortable. She tried to apologize, but Lightning wasn't paying attention. He looked like the wind had been taken out of his sails. Doc inwardly cringed. It would send them to the Florida 500 on a discouraging note, to say the least.

Mack was urging them to get going, as their time had run out.

"Thanks everyone for the training" Lightning said awkwardly, his mind still reeling from the race.

"Well, Smokey, I guess this is it," Doc said. "I suppose now I can give you all the proper goodbye I should have given you 50 years ago. Thanks for all the help"

"Now that you've come back, there's no sense bein' a stranger, Hud," Smokey replied.

"The same goes for all of you, too. If you ever find yourselves near Radiator Springs, look us up." With that, Doc followed Lightning and Cruz out.

Cruz elected to drive herself to the Florida International Speedway, allowing Doc to share the trailer with Lightning. Doc didn't want Cruz to feel put out, but she insisted. "You are Mr. McQueen's crew chief after all. Besides, it's not that long of a drive."

Smokey, River, Lou, and Junior watched them leave from the speedway entrance. Smokey had a determined look on his face.

"We're going to follow them and see the race, aren't we," Lou said. It was not a question.

"Yep," replied Smokey. "I assume no one's got an objection to that."


	10. Chapter 10

**Author's Note: This is another longer chapter! I changed up a couple details from the movie but nothing too different. Obviously though, since Doc is still there the biggest difference is that Smokey takes more of a passive role in this part.**

Once they were on their way, Doc noticed a trophy on the floor of the trailer that appeared to be broken, with a somewhat juvenile 'repair' job. It was mostly gold, or at least gold plated. On top were two tires in the shape of an "8", with flames, loosely attached to the pedestal with black tape.

"I don't recognize this trophy, Lightning. Is it yours?"

Now it was Lightning's turn to be embarrassed. "Actually, it belongs to Cruz. She won that demolition derby at Thunder Hollow."

"Oh yeah? Impressive. But why is it broken?"

Lightning looked sheepish. "I may or may not have had something to do with that."

Doc gave him an incredulous look. "And this is your way of fixing it?"

"Hey, it's not like I had a whole lot of options."

"We're gonna have to get that fixed as soon as we can and get it back to her." Doc continued looking at the broken trophy. "I wonder why she keeps insisting that she's not a racer. She has a lot of potential."

"Yeah, well, she wanted to be once, but I guess she didn't have enough confidence in herself."

"That's too bad. No one tried to tell her otherwise?"

"I got the impression that she didn't have much of a support network."

"A little encouragement from the right people can make a world of difference." That seemed to strike a chord with Lightning, who fell silent for a minute before speaking up again.

"Hey, thanks for coming out here and getting Smokey to help me. I know how private you like to be. Facing your past like that was probably hard."

Doc smiled. "Well, you're not wrong, but it's not like I would have done that for just anyone."

* * *

They met up with Sally, Mater, and the rest of the team once they got to Florida International Speedway. Cruz was apparently already there but Doc had yet to run into her. However, he did run into someone else.

"So, you must be Doc Hudson!" Said an enthusiastic voice.

"So, you must be Sterling," Doc responded, recognizing the silver car from the TV clip.

"If I may just say, it is an honor to finally meet you. I consider myself a big fan of yours."

"That's…mighty flattering." Doc replied politely. Something about Sterling rubbed him the wrong way. He didn't doubt Sterling's words, but considering the ultimatum he gave Lightning, Sterling seemed like the type of car that usually put his business interests ahead of any personal feelings.

"Well, I don't want to take up too much of your time. I know you probably have a lot on your mind."

"You could say that," Doc said. _No thanks to you apparently_ , Doc thought to himself.

"I'll leave you to it then. I'm expecting great things out there!" Sterling said as he turned to leave.

Doc watched him go and then heard voices coming from the pit area.

"Nice costume!" Jackson Storm was saying to Cruz, "Always nice to meet one of my fans!"

"She's not a fan, Storm," Doc heard Lightning reply.

"What do you want, Storm?" Doc said as he pulled up to investigate. "You tryin' to aggravate my racer?" They dealt with his attitude most of last season. Doc wasn't about to put up with it again this season.

"Not at all. I'm just here to congratulate McQueen on his retirement! I hear he's selling mud flaps after today."

 _The kid's going to be selling mud flaps?_ Doc thought, hadn't told him about that. What kind of stipulations had Lightning agreed to? "Well, he ain't retired yet"

"Maybe not, but I think the point's been made," Jackson drove off, going back to his own team.

"What's this about mud flaps?" Doc asked Lightning.

"About that, I kinda agreed to endorse merchandise for Sterling if this doesn't work out."

"We'll worry about that if we come to it," Doc said to Lightning. "We both know you got a chance at winning this thing."

* * *

The Florida 500 was just about to start. Doc was perched on top of his stand when he was startled by an unexpected voice.

"Sure is a far cry from an old country dirt track, ay Hud?" Doc looked down and Smokey was there, along with Lou, River, and Junior. Smokey had gotten them all into the pits.

"Smokey! What are you doing here?"

"Careful, Hud! You don't want to break your concentration!" laughed River.

"How did you guys get here?"

"We simply took a page out of your book, Hud." Smokey said, referencing the time Doc pulled the same trick at the Dinoco 400 tie-breaker. "Between you and me, I think they could use some better security."

* * *

For the first part of the race, Lightning was doing fairly well, considering he started last. For some reason, Sterling had elected to stay in the pits and had his own headset. Doc wasn't keen on that, but for Lightning's sake, he chose not to fight it so long as Sterling didn't get in the way.

"At this rate, kid, you're looking at a top 10 finish," Doc was saying into his headset.

"We both know that's not good enough, Doc" Lightning responded.

"Then remember what Smokey taught ya. After all, it'd be a shame for him to come out here and see all the time he invested in you go to waste."

"What? He's here?" Lightning was passing Pit Row, and sure enough, they were all there, cheering him on.

"How about you tell him he's got 3 laps to catch me?" Cruz said excitedly.

Doc went with it. "Think of Cruz out there in front, hot rod. You've got 3 laps to chase her down and pass her."

Lightning tried to visualize that as best he could and went to work trying to chase 'Cruz' down. At that point Sterling wanted Cruz to go back to the Rust-eze Racing Center. He didn't have the same confidence in Lightning the rest of them did and wanted her to start training another racer. Cruz protested, wanting to stay until the race was done, believing Lightning still had a shot. Unfortunately, Doc was privy to their whole conversation, which was getting distracting.

"If you don't mind Mr. Sterling," Doc said in an irritated tone, "If you're gonna talk business, would you mind doing it away from here?"

"Of course, my apologies," Sterling said cordially, "Cruz, I think you have somewhere to be, don't you?"

Disappointed, Cruz started to make her way out. Doc was sorry to see her go, but his attention was immediately drawn back to the track as several cars in front of Lightning were involved in a wreck. For a few moments he couldn't make out where Lightning was, and he felt a slight wave of panic.

"Lightning, are you alright?" Doc worriedly asked over the headset.

"Yeah, yeah, I'm fine," Lightning responded. Doc could just now make him out, weaving though the debris on the track. Lightning had heard Sterling's conversation with Cruz as well and was formulating a plan as he made his way to the pits. "But I need Cruz back here."

"I don't think- " Doc started to say.

"Just do it!" Lighting interrupted.

Knowing it was useless to argue, Doc sent Mater out to bring her back. Luckily, she hadn't gotten too far. Cruz was returning just as Lightning got to the pits. Guido was about to change his tires when Lightning stopped him. "No, not me, her!"

"What?!" Cruz exclaimed.

"Lightning, think about what you're doing," Doc warned.

"I have, Doc," Lightning said earnestly.

That was all Doc needed to hear. "In that case, Guido, Luigi, get her new tires. Sarge, fill her up. Ramone, think you can work your magic?"

"You know I can, Doc!" Ramone said eagerly.

Sterling was not too happy about this change in plan, arguing this move had to be against the rules.

"The rules just say the number has to be out there, they don't say anything about who's got it," Smokey chimed in.

"But what about your career, Mr. McQueen?" Cruz asked, still uncertain about this whole scenario. But Lightning had made up his mind.

"You're a racer, Cruz!" Lightning said with determination. "This is your shot, now take it!" Ramone finished, and Cruz left the pits, joining the rest of the racers out on the track. Now Doc had the task of being her crew chief. Lightning sat next to the stand, eager to see how Cruz would do.

"This is nothing like the simulator!" Doc heard Cruz say over his headset.

"Just keep your head on, you'll be fine. Don't worry about winning, just focus. Remember you were there for most of Lightning's training too. Trust me, he knows what he's doing."

* * *

Cruz was still at the back of the main field of racers and was starting to fall behind. "You're gonna want to start moving up at some point," Doc said to her.

"Doc, tell her the School Bus of Death is after her!" Lightning said from below.

"What?" Doc responded. That was the second time he had heard that reference, and he still had no idea what it meant.

"Doc, just tell her!"

He sighed and said flatly, "Fine. The School Bus of Death is after you, Cruz." She seemed to understand what he meant and started to pick up her pace.

"You're gonna have to explain that to me later," Doc said to Lightning.

At another point, Cruz started to hold herself too tightly, perhaps to due to nerves or inexperience. Doc tried to get her to correct it. "I want ya to loosen up, Cruz. You're a little tight out there."

"What?" Cruz was so overwhelmed by everything around her that she didn't quite register what Doc said.

"Doc, tell her she's a fluffy cloud!" Lightning called up to him

This time Doc didn't argue. "Cruz, you're a fluffy cloud," he said as if he understood what he was talking about.

"Oh, right, too tight." Cruz settled down, and Doc could hear her chanting to herself that she was a fluffy cloud.

"That's another one I'm gonna need an explanation on," Doc called down to Lighting.

Cruz was starting to get the hang of it, but slightly lost control on a turn, almost hitting the wall. "Try to anticipate your turns and hold your line," Doc told her.

"Tell her she's on the beach, and all the crabbies have gone night-night!" Lightning said.

That did it. There was no way he could say that with a straight face. "Alright that's it," Doc said as he came down from the stand "Lightning, you're goin' up there."

"Wait, what?"

"You heard me. In the short time you've known each other, you two already have your own language that I can't begin to understand. It's time for you to start teaching her your own tricks. Now take the headset and get up there!" Lightning took a breath, took the headset, and got on the stand.

* * *

It didn't take long for Lightning to get comfortable with his new position. Doc watched as a change came over Lightning. As he coached Cruz through the race, Lightning was enthusiastic in a way he hadn't been in almost a year.

"Doc, Smokey, are you guys seeing this?" Lightning called down excitedly.

"We are. You're both doin' great." Doc said and shared a knowing look with Smokey and the others.

Cruz responded well to Lightning's coaching, eventually making her way up to the leaders. She started drafting off Jackson Storm as they got to the last lap, making him frustrated and throwing him off his line. In retaliation, Storm started forcing her into the wall. Lightning worriedly called out to her, and Doc held his breath. Rather than disaster, Doc watched his past play out in front of him, as Cruz pushed off the wall, flipped over Storm, and was able to get ahead of him right before the finish.

"Way to go, Cruz!" Louise called out as the rest of them started cheering. Doc even let out a whoop of excitement. This was probably the most unorthodox race he had ever been party to.


	11. Chapter 11

**Author's Note: Thanks again to the people who have reviewed! I appreciate it. This was actually going to be part of the last chapter, but it was getting so long I figured I should split them up. Only one more chapter to go!**

Lightning came down off the stand and went over to congratulate Cruz. Doc let them have their moment, then drove over to Lightning while he watched Cruz talk to the press.

"Kid's got a lot of stuff, ay Doc?"

"I knew she had a lot of potential," Doc responded. "She just needed the right car to help her find it. You did good, Lightning. I'm proud of ya."

Doc so rarely came right out and said those words that Lightning could distinctly remember each instance. "Thanks, Doc," he said sincerely.

Sterling unsuccessfully tried to get Cruz to race for him, but she respectfully told him she quit. Instead, Tex Dinoco offered her the chance to race for him. Lightning was excited by that prospect and Doc approved of it as well. Dinoco would be an excellent team to race for.

Not to be totally overlooked, Sterling tried to remind Lightning about holding up his end of their deal. At that moment Smokey spoke up, "You might want to hold on a minute." Smokey was looking at the jumbo-tron. Lightning's name had been added with Cruz in the first-place spot.

"Why is my name up there?"

"Well, you started it, didn't you?" Smokey pointed out.

"You know what this means, don't you, hot rod?" Doc asked him.

Sterling certainly did and started to protest, until Sally reminded him of the legalities of their agreement. At that point, Tex took Sterling aside, for what sounded like a business deal.

"Well now you get to decide when you're done racing," Sally pointed out to Lightning.

"Looks like you're not getting rid of me yet," Doc joked.

Lightning laughed. "I do want to keep racing, but there's something else I'd like to do first. I gotta go find Tex!" He raced off to look for the oil tycoon.

"Wonder what he meant by that?" Sally asked.

A realization came over Doc as he figured out what Lightning wanted to do. "I've got a pretty good idea, but I'm sure he wants it to be a surprise. All I'll say is that I reckon the student has become the teacher."

"You mean he wants to be the crew chief for Cruz?"

"Well you didn't hear it from me," Doc said with a wink, "You know I don't engage in gossip."

Sally laughed. "Oh of course not. The secret's safe with me."

* * *

"Well Smokey, you certainly picked a dramatic race to sneak into." They were all still at the track, waiting to hear back from Lightning.

"Not too different from some of yours if I remember right," Smokey replied. "You did a good job with him, Hud."

"Thanks, Smokey. He's a good kid. Just needed some guidance."

"Hey Doc!" Lightning was coming back and was shouting for him.

"Speak of the devil. It appears someone wants my attention." Doc excused himself and went over to where Lightning was. "Alright, what is it that's got you so excited?"

"Well, I wanted you to be the first to know. I'm officially Cruz's crew chief!" Lightning said proudly.

"Oh yeah?" Doc tried to act surprised. "Well congratulations. You two already seem to work well together, which is the most important thing. You sure Sterling will be okay with that?"

Lightning gave a nervous laugh. "Well, here's the funny thing. Tex convinced Sterling to let him buy Rust-eze."

In a way, Doc wasn't surprised. That was 'classic Tex' as Lightning would call it. Tex was one of the friendliest sponsors Doc had been acquainted with, but he could be persistent in getting what he wanted. "Tex has been wanting you on his team for years, I suppose in a way he finally got his wish." Doc had lost count of how many times Tex only half-jokingly told Lightning he could join Team Dinoco whenever he wished.

"Huh. I never thought about it that way, but I guess you're right. There's just one more thing though. How attached are you to that number?"

That took him off guard. "Why? Are you planning on using it?"

"Maybe. It's just that Cruz needs a number, and y'know, if you don't have any objections…" He trailed off, unsure whether Doc would be okay with what he was proposing.

"You want her to have 51," Doc finished for him.

"Yeah if we can get it approved. I just wanted to make sure you were okay with sharing it."

"I'd be glad to see her race under my number."

"Really?"

"I couldn't think of a car more deserving of it." Doc had to admit he was touched at Lightning's gesture, not that he would necessarily say so out loud.

"Thanks, Doc!" Lightning said gratefully. Excited, he drove off to inform Tex of Doc's approval.

 _Smokey was right_ , Doc thought to himself. After spending so long trying to shut out a whole part of his life, somehow that hot rod racecar had gotten through to him.


	12. Chapter 12

**Author's Note: Well this is it! Thanks to everyone who's reviewed, favorited, followed this story. I've really appreciated the encouragement.**

It took a lot to faze Doc and seeing Lightning outside his garage with his own paint job made his eyes grow wide. Part of him felt flattered, part of him wanted to laugh, and part of him wanted to send Lightning straight back to Ramone's.

"What are you doing?" Doc asked, incredulous. "The 'Fabulous Lightning McQueen'?"

"Relax, Doc, it's only temporary," Lightning replied.

"Yeah? And how long is that?"

"Oh, who knows?" Lightning was clearly enjoying Doc's reaction. "Maybe just for today, maybe for as long as I'm Cruz's crew chief. Being 'old school' is trendy these days, you know."

"You realize that could be years," Doc said flatly, still not totally believing what he was looking at.

Lightning grew serious for a minute. "C'mon, Doc, I thought you'd be impressed."

"Oh I am. It just seems like red is more your color."

"Well I just thought I'd get a new look to go with my new job of 'bestowing wisdom on the next generation'" Lightning said with a wink.

"So, this is serious? It's not just some elaborate prank?"

"Not this time," Lightning said. Doc still looked skeptical. "Trust me, this isn't a repeat of April Fool's Day."

That was a small comfort to Doc, who still had flashbacks of that day. He realized Lightning was in earnest, despite the kid's humorous attitude. He honestly did feel flattered, but still found it unsettling. Doc wasn't sure how long he could handle Lightning literally being his own reflection.

Lightning spoke again, changing the subject. "C'mon, Doc, we gotta get to Willy's Butte. Cruz and I are gonna race, and you were gonna race the winner, remember?"

"I haven't forgotten, hot rod. I'll see you over there."

* * *

When Doc got to Willy's Butte, he ran into some familiar faces.

"You guys seem to have a talent for showin' up when I least expect it," Doc said when he saw Smokey, River, Junior, and Lou by the side of the track.

"Well you did give us an open invitation," said Junior.

"Your tow truck friend told us there was gonna be a race over here, so we thought we'd come watch. Figured we'd run into you at some point," added Smokey.

Doc parked next to Smokey. "Well I can't get too comfortable. Whoever wins this round goes up against me. But afterward, I'll show you the sights."

Cruz came by on her way down to the track and stopped near them. She had a brand-new paint job, with Dinoco logos, and sporting the number 51. "Mr. McQueen told me you were willing to share the 51, so I just wanted to say thanks."

Doc smiled. "It suits you, Cruz. And one more thing. You tell Lightning if he ever gives you any attitude, he'll have to answer to me."

She laughed. "I'll remember that." She left them and drove down to take her starting position.

It was then that Lightning chose to make his grand entrance, much to the delight of Doc's friends. After some teasing banter between Cruz and Lightning, Luigi waved the flag, and the two of them took off around the Butte.

* * *

"I reckon you'd probably want to see our racing museum," Doc said to Smokey later at Flo's.

"It's even got a whole wing dedicated to Doc!" Lightning said excitedly as he sat across from him. Doc inwardly cringed. He hadn't planned on them finding that out until they got there. River whistled appreciatively.

"A whole wing, just for you?" asked Junior.

"It's like they think you're some kind of racing legend or something," added Lou.

"Before we start questioning their judgement, we ought to see what Hud's wing is like. We can make sure they got their facts straight." Smokey chimed in. They started to leave, and Doc went to go with them until Lightning called out to him.

"Hey Doc, hold up!"

"What is it, son?"

Lightning was having trouble getting his words out. "Look, I, I wanted to let you know, I mean, I don't want you to think that I'm not gonna need you anymore."

"Why would I think that?"

"Well, you know, you're not going to be coaching me during races for a while." Obviously, Lightning was afraid that Doc was suffering from some insecurities.

"Listen Lightning, let me tell you something. You think winning multiple Piston Cups is hard? Try coaching someone else toward achieving that same thing. Or even surpassing you. I think you're going to need me more than ever, kid."

Lightning looked relieved. "So, if I wanted you to come to Cruz's races…"

"I wouldn't miss 'em," Doc said, "But you're gonna have to explain some of those things you were telling her. I still don't know what the heck you were talking about."

Lightning laughed. "It's kind of a long story." He then changed the subject. "Hey, how about we take a few laps later? I mean, unless you're too tired from racing with Cruz."

"You just say when. I'll be there. On one condition."

"What?"

"First thing tomorrow you go back to Ramone's," Doc said with a smirk.

"Sure thing, Doc," Lightning replied, chuckling.

* * *

A few days later, Doc found a flat package wrapped in brown paper sitting outside his garage. There was no indication of who it was from. In it were two framed photos. One was of Lightning and Cruz from their race around the Butte, the other was of himself and Cruz taken just a short time later. He had no idea someone had been taking photos. But no matter. He hung them on his garage wall right near an older photo of himself and Lightning. Looking at the photos, Doc realized that despite Lightning's worst fears, the kid really had followed his lead.


End file.
